Where Angels Fear
by Stand In Girl
Summary: She and Alec weren't like that. She wanted him, but that was just physical, and she depended on him, but only as a friend. He loved her, but she didn't feel the same way about him—she couldn't.


**Title: **Where Angels Fear

**Rating:** T, warnings for mild language and adult themes.

**Summary:** She and Alec weren't like that. She wanted him, but that was just physical, and she depended on him, but only as a friend. He loved her, but she didn't feel the same way about him—she couldn't.

**Disclaimer:** I don't own _Dark Angel_!

**A/N: **A sort of variation to my other story, _One Second to Go_. I took the basic idea there--Max wanting Alec--and used it in a different way. Then I added a lot more angst for fun. Also, I had trouble deciding how I wanted to format this story. Mostly I just used the regular lines, but in continuing scenes where I jumped POV's, I used much smaller lines to separate the different parts. Hopefully it's not confusing. Enjoy!

* * *

_"For fools rush in where Angels fear to tread."  
- _Alexander Pope_, An Essay On Criticism_

* * *

Alec stripped his shirt as he walked into the building, shaking out his muscles as he went. The gym in TC wasn't much, but it had a few mats, a punching bag and a makeshift ring, and that was all he really needed.

This week had been tough, one of the most difficult so far. They were running low on food and clean water, and they needed more space and more funds. The transgenics were getting restless and some of them still disliked the transhumans, which meant Alec spent half of his time defusing fights and dangerous situations.

It was a mess, and Alec was tired. Exhausted, even, but he couldn't stop. If he stopped, Max would be alone to handle everything, and she'd drown. Knowing her, she wouldn't realize the water was above her head until it was too late and there was nothing anyone could do. So he would tread water there with her, and hopefully neither of them would go under.

He realized as he walked into the gym that someone was already there. He could hear the dull thwacks as the transgenic's fists landed on the punching bag, and Alec wanted to curse in frustration. Could he never be alone, even for one second?

Then the smell reached his nose—sharp but sweet and stronger because she'd been working out—and Alec knew exactly who occupied the gym. All of his resentments deserted him as she came into view, and for a moment he just watched her.

Max was focused solely on the bag, beating her fists into it with a fiery passion. Her hair was pulled into a sloppy ponytail and she wore a simple sports bra and sweatpants. He watched as she spun and kicked and punched—it was like watching aggression made graceful. There was a dangerous, uncontrolled element to her attacks, but at the same time, they were elegant and perfect. She never faltered, never lost her footing despite her intensity.

A harsh yearning struck him, and he forced himself to look away from her slick, golden skin. Already he could feel his body stirring, and he ground his teeth together as he struggled for control.

The rhythmic thumps stopped suddenly , and he looked back at her. She had stilled completely, her hands resting at her sides and her back stiff with tension. She turned to look at him, and he fought to relax his expression. After a moment, he grinned at her.

"Hey," he said easily, walking toward her. She tensed more and he frowned, unsure of her reaction. They had been working closely these past few weeks—in fact, he rarely left her side. Alec had become her SIC and an extension of her leadership. They were close now.

"Hey," she said after a moment, but her expression was guarded as her eyes scanned over him. "What are you doing here?"

He raised his eyebrows. "Same as you, I think. Looking to blow off some steam. Mind if I—?"

She stepped away from the bag and nodded, crossing her arms over her chest in an almost protective gesture. His frowned deepened, but he moved in front of the punching bag and began taking deliberate, powerful hits. He could feel her watching him, but it didn't matter. This was an activity that he felt completely comfortable with, and he slipped into the routine easily. Left, left, right—again and again until everything else faded and it was just Alec and the bag.

She cleared her throat, and gradually reality grew back in around him. He stopped and looked at her, lightly sweating but barely breathing hard.

"You want to spar?" she asked, her expression still odd. He glanced at the makeshift ring and then back at her.

"Alright," he said after a moment, turning and leading her toward the ring. She stepped inside after him, and he turned to face her. "But _no_ low blows."

She nodded without saying anything, and Alec was on the verge of asking her if she was alright when she blurred forward and rammed her fist into his stomach. It knocked the breath of out him and he reacted instinctively, blocking her next attack and shoving her away from him.

He hadn't expected the same level of ferocity as she had used with the punching bag, but the look on her face said she wasn't going to pull any punches. She squared up again and he did the same, and they stared at each other in silence.

Then she lunged at him and he blocked both hits, until she roundhouse kicked him in the gut again. He exhaled harshly but didn't falter, punching her in the jaw. He didn't put as much force in it as he normally would have, and she used his weakness to her advantage.

She spun to kick him again and he caught her leg, knocking her to the floor. She swung back to her feet and glared at him, leaping forward to attack. He caught her wrist and turned her around, yanking her hard into him. Her back slammed into his chest and he grabbed her other arm, crossing them in front of her to limit her movement. She pulled on her arms, struggling to get out of his hold.

Then she stilled completely, though none of the tension left her. Her arms went lax in his grip, and he thought it was a trap until she turned her head and looked up at him.

Her dark eyes were cloudy and conflicted, but her mouth was relaxed and open as she breathed in heavily. He met her gaze and suddenly became very aware of the feel of her against him. Her skin was slick with sweat and hot from their exertions, and it stuck lightly to his.

He held her tighter as his reactions overcame him, and then he dropped her hands like they had burned him. He took a hurried step away from her, swallowing hard as he looked into her eyes.

Before he could even read the emotion there, Max punched him in the jaw. He reeled back and rubbed his face, instinctive anger burning in his gaze.

"What the hell is—" He started furiously.

Then she was on him. She kissed him frantically, yanking him closer, her hands going everywhere, and it was all he could do to keep up with her. His fingers slid over her wet skin, pressing hard to find purchase on her bare back. She bit his lip and he pulled her closer, nipping her full bottom lip in return. Her hands slid up his chest and her nails dug into his shoulders.

He picked her up and she complied, wrapping herself around him. He groaned at the intimate contact and was elated to hear her whimper in return. She leaned against him, the full weight of her body on his, and he slid back into the thick ropes of the ring for support.

"Max," he whispered into her mouth, his fingers slipping downward.

"Alec," Max murmured in reply, saying his name in the way she had only ever done a few times before. Her voice was trusting and stripped of the usual attitude.

For some reason, it bothered him.

"Max," he said again, pulling his lips away from hers this time. He looked into her eyes, but he couldn't understand anything in the storm that brewed there. "Max, why?"

"Why what?" she asked huskily.

"Why this?" he asked, and then she started moving against him and he nearly forgot how to talk. "Why—ah—are you"— his breath caught and he struggled to finish the rest of the question—"doing this?"

As suddenly as she had gotten close to him, she was gone again, halfway across the ring before he could blink. He stared at her, confused and aching.

"Max—"

"I'm not in heat," she interrupted, her voice loud and combative.

"I know," he answered, bewildered. "I could tell if you were."

She shook her head and half turned away from him, so that he was staring at her profile. "But _why_—why do I want—" she looked back at him, and he inhaled sharply. The look in her eyes made her thoughts obvious.

"Me?" he finished, his voice strangled. He knew he should be insulted, but the emotion felt a whole lot smaller than his desire.

Her eyes widened, and again it was easy to read the emotion inside of them—horror. "I can't," she said quickly, her hand reaching to cover her mouth. "Alec—I—I'm sorry. I can't."

Then she took off, moving so quickly her outline was just a blur of motion. He reached to grab her, but his longing made him sluggish. He stared after her for a moment, debating chasing her ass down, but then he turned around and walked to the showers.

Thank God Terminal City only had cold water.

* * *

Max stared at the papers in front of her, her eyes scanning the figures again and again. She knew them by heart now, but that didn't help her come up with a solution. The papers described their current predicament—they had more transgenics than they had food rations. Another piece of paper held the water problems, and yet another discussed housing. Max had no answers for these, and she let the papers slip from her hands. They floated back to the table.

She buried her head in her hands, and then looked back up at the cluttered desk after a moment. Deciding she wouldn't be able to do anything more tonight, Max plopped down onto the couch and released an exhausted sigh.

She needed sleep, and she needed space to think. More than any of that, though, she needed Alec. She had gotten used to having him at her side, and he was her constant source of ideas and support. She discussed things with him, solved problems with him, and had even told him her fears a time or two.

Now she had gone and screwed all that up. She knew how he must feel after what she'd put him through in the gym—he probably thought she was the worst kind of tease. She hadn't meant to, and that was the worst part of it. She had just lost control, and she couldn't even blame it on him or heat.

The feelings had developed weeks ago, or maybe before that if she were honest. The want and need had grown slowly, and now it nagged at her constantly. Every time he was near her, her heart beat faster and her nerves felt taut and jumpy. When he touched her, even innocently, it sent a rush through her stomach and made her feel helplessly warm.

She wanted Alec. Had for a long time. But instead of keeping those feelings secret and safe, she had broadcasted them to him, and in such a cruel, taunting way that she bet he would never get near her again.

She closed her eyes and shook her head. It was no use thinking about it. She had lost her one ally here, and it was all her own fault. She would just have to try to catch some sleep, and then she'd work on the rest of the problems in the morning.

* * *

Alec stood at the door, wondering why he was hesitating. He had walked right in a hundred times before, and she had given him a key for that very reason. He twirled the metal object around his fingers, staring at the stained door like it might hold answers.

Then he growled and inserted the key into the lock, twisting the handle and opening the door in one smooth motion. He stepped into the apartment, his senses immediately alerting him of Max's presence. Her scent teased his nose as his eyes landed on her face, which she had pulled out of her hands when she heard the door open.

He didn't know what he had expected. Possibly attitude or bitchiness, the way she used to be with him, or maybe just blunt denial that anything had ever happened. He didn't expect her to look so sad. Her face was pale and pinched, and her brown eyes were listless and dull. Papers were scattered around the room, some crinkled and torn and others white and clean. He could read the print even from the distance, and he knew she had been working on the problems in TC.

He had planned to say so many things, but the first thing that came to his lips was, "Are you okay?"

She released a strangled sound that might have been a laugh. He took a step toward her, and she jumped up from the couch. He saw how she tensed, but he didn't stop moving toward her until she was within arm's reach of him.

"Max," he said quietly, staring down at her. "Tell me what's going on."

She swallowed and looked away, her pulse jumping in her neck. "Nothing. All of this is just a lot harder than I thought it would be. I'm not exactly the most experienced person for the job."

"You're perfect for the job," he contradicted easily, really believing it. "But that's not what I meant."

She still refused to look at him, and he waited for her to say something. Finally she did, but it wasn't anything he had hoped for. "It was a mistake, Alec. I told you I was sorry."

He clenched his jaw hard and reached for her, his fingers circling her shoulders. She tensed in his grasp. "_Why_?" he demanded, resisting the urge to shake her when she didn't look up. "Why was it a mistake? Why was it wrong?"

"Because—because you and me, we're not meant to be like that," Max answered, glancing toward him at last. It was only a cursory look, and then she focused on the wall again.

"Why _not_?" he asked, his voice low. His right hand released her shoulder, and his fingers brushed along her collarbone and her neck until he found her cheek. He traced over her cheekbones and then her mouth, smoothing his index finger over her lower lip. He moved down to caress the line of her jaw, continuing on to tuck her hair behind her ear. She shivered, her eyes fluttering closed. He tilted her chin up, and then he leaned down and kissed her.

"It's okay," Alec whispered against her lips, leaning back to look at her. Her eyes opened, and again he had no trouble deciphering the emotion inside them. Fear.

His hands fell away from her completely, and he closed his eyes in frustration. She was afraid of him. The thought sent tension crashing through his body, and he recoiled away from her.

"Alec—" Max began, but he cut her off.

"You're _scared_ of me?" he asked incredulously, anger tightening his face. "What have I ever done to frighten you? I do everything you ask me to do! I rescue transgenics and help Logan and I've been standing right next to you this whole time, trying to make TC work!"

"I know, Alec—"

"Do you know why, Max?" Alec demanded, too incensed to hear her inadequate replies. "Do you know why I've been killing myself trying to keep Terminal City running? Why I didn't bail when I had the chance? All those times you said you hated me, and you asked me to leave, but I never did. Do you have _any_ idea why I couldn't?"

"Alec, please don't—"

"Because I love you," Alec said, and even though he was furious, he still felt as if a weight were being lifted off of him at finally speaking those words. "God help me, Max, but I do."

She closed her eyes and shook her head, covering her face with her hands. Even in his angry state, he still felt moved by the exhaustion she displayed. He stepped closer to her, but she looked up suddenly, and the expression on her face stopped him. It was equal parts angry, desperate and weary.

"Why are you doing this?" she asked, anger winning out in her tone. "God, Alec, why do you always have to mess everything up?"

He stilled completely as her words battered into him. "So we're back to this again?" he asked finally, shaking his head in disbelief. "We're back to Alec, the screw-up; Alec, the happy-go-lucky sociopath; Alec, the dick?"

"I didn't mean it like that," she denied, shaking her head.

"It doesn't matter," Alec retorted. "It's not even a fair accusation. I _didn't_ start this, Max."

"I know," she replied. "I told you I was sorry. I _am_ sorry."

"Sorry?" he repeated angrily. "You're sorry? I just told you I loved you, and that's the only reply you can come up with? You can't even deal with the fact that you _want_ me."

"I…." she stopped and shook her head again. "I'm sorry."

Alec flinched away from yet another apology. He stepped back from her, feeling the sting of wounded pride and the agony of having his feelings unreciprocated.

He knew he didn't exactly have the best track record, and he may not have been the big, shining hero like Logan, but he thought he did alright. Did she really find Alec so terrible that she couldn't even _imagine_ being with him? Obviously she did— otherwise she wouldn't have suppressed her feelings. They wouldn't horrify her, and he wouldn't scare her.

"Fine," he said shortly, beginning to regret the entire conversation. He should never have said anything in the first place. "See you around, Max."

"Are you going to leave TC?" she asked, sounding suddenly terrified. He felt selfishly grateful that she needed him, if only for the skills he offered her.

"No," he replied, shaking his head curtly. "I'm already knee-deep in this, and I won't abandon it now."

She looked openly relieved, and the sight nearly hurt him more than her refusal to acknowledge his feelings. He had stayed because he loved her, but she had clearly kept him around just to suit her purposes. She needed him, but in such a clinical, cold way that he no longer felt grateful for it. And she may have also needed him in a way that was a lot less clinical and cold, but she _hated_ feeling that way.

He turned for the door, half hoping she would ask him to stop. She didn't, and he walked out of the apartment.

* * *

Max watched the convoy of transgenics as they passed food from the truck to the kitchens, taking in all of the canned goods. Alec had arranged a heist in order to provide TC with much needed food. It wasn't Max's favorite approach, but they were desperate and she didn't blame him for resorting to thievery.

The transgenic in question was nowhere in sight now, and that frustrated Max. She hadn't seen him in days, even though they occupied the same building and worked in the same HQ. Only a transgenic could so thoroughly avoid someone who existed in every aspect of his life.

She sighed and shook her head. Once she was sure that the cans would make it to the right place, Max turned and headed toward the center of TC. The tallest building in the city stood there. It was nothing compared to the Space Needle or even Fogle tower, but it suited her purposes .She climbed the rickety stairs and crawled through the window onto the roof. When she pulled herself up, she was surprised to see someone already there.

It was Alec. She knew by just the smell of him, and she could recognize his form anywhere, even in the dark. He hadn't left the roof, even though he had undoubtedly heard her coming. This gave her the confidence to walk over to him.

"Hey," she said, staring at his back.

She thought he wasn't going to say anything, but then he turned to look at her. "Hey, Max."

He looked tired. His cheeks were more hollowed than usual and there were deep circles under his eyes. She wanted to believe it was all because of the food he'd imported into the city, but she knew she was probably the reason behind his haggard appearance.

She had hurt him. She knew it, and it made her ache. She had never wanted to hurt him, and she despised that her carelessness had caused it. As she stared at him, is struck her how much she missed him.

"Do you hate me?" she asked, more honestly than she had intended. Her cheeks flushed.

He sighed, a heavy release. "No. I don't think I know how."

"I didn't mean to…" she stopped and shook her head, feeling teary. "I didn't mean to do any of it. I just… lost control."

"You think that makes it better?" he asked, his voice suddenly harsh.

She realized how unintentionally cruel that was. She kept pushing what he said to her that night out of her brain, because she just didn't think she could handle it. But now the truth was standing right in front of her, peering down at her with fractured green eyes.

"I saw the food," she said after a moment, cursing her cowardice. "Who'd we steal it from?"

His expression immediately turned defensive. "Listen, if you've got a problem with it—"

"I don't," she said, slightly exasperated. Would it always be this way with them now? "I'm glad we have more rations. I assembled a team to start cleaning up some of the older buildings, so we should have new housing soon."

"Good."

She huffed. "Alec—"

"Do you even like me?" he interrupted, his eyes fierce as they met hers.

"What?" she asked, startled by the question.

"You heard me."

"Of course I do," she answered, a little bewildered. "You always have my back, like with what you did tonight. I can count on you to—"

"No, that's not what I'm asking," he cut her off again, and she was getting really tired of that. "You like what I do. If we ever got around to sleeping together, you'd like what I did there, too. I want to know if you actually give a damn about _me_."

"Is that what you think?" she asked, and now she was furious. "You really think I'm just using you?"

He gave her a look that said, "Prove me wrong."

"You're an asshole," she said through clenched teeth, her face heating. He opened his mouth to speak, but she said, "No! For once in your life, Alec, _stop talking_. I've got something I want to say to you."

He closed his mouth and stared at her expectantly.

"I _like_ you, alright?" she said, resisting the urge to smack him. "I know we didn't get off to a good start, and even now we mostly just argue and bicker, but I trust you. I need you here. Why on earth would you think I didn't?"

"Then _what_ is so wrong about wanting me?" he asked, ignoring her question. His wore his confusion candidly. "Why do I scare you so much?"

It clicked in her mind, the reason for his questions. "It's not—it's not because of you," she said, shaking her head and looking away. "I'm not scared of you."

"Then what?"

She wanted to end this conversation immediately, but she knew she owed him an explanation for her behavior. "You know about heat right?" She waited until he nodded, and then she said, "You ever been around a transgenic in heat?"

He nodded slowly. "It affects us too—males, that is. We lose control."

"That's exactly what it's like for us," Max said fiercely. "I hate it. It makes me feel like no matter what I do, I'll always be Manticore's experiment. I have no control over myself or my body—it's all instinct and it's all Manticore."

She chanced a glance at him, and thought she saw dawning comprehension. "Max, that doesn't mean it's always—"

"I've hardly done anything without being in heat," she interrupted, still speaking harshly. "And Logan is the only person I ever loved, and it was never—it wasn't ever like that with him. That careless _want_ never existed between us."

"Desire's not a bad thing," Alec said, shaking his head. "It's good. Great, even—"

"I'm not like you, alright?" Max interrupted, crossing her arms over her chest. "I don't go around looking for partners and I don't lose control. I don't like it."

"You could," he said, and his voice had lowered and turned soft. She could feel the velvet tone affecting her, and she clenched her jaw.

"I don't want to," Max replied, her voice steely. "I want you, Alec, but I don't want to. I don't want to want anybody."

* * *

Alec stared at Max in disbelief. He understood her mindset, but he couldn't imagine living without that passion. He loved her quietly, but he didn't love her less fiercely for it, and he wanted her just as much.

He reached out to her again, and again she tensed when he touched her. He slid his fingers down her arm, caressing lightly with his nails. "Max, I'm telling you it's okay," he said, his voice low. "Nothing bad is going to happen. You can let go."

"I don't want to," she repeated obstinately, but her voice was softer now, less harsh.

He could convince her, he knew. He had always been aware of his power over women. At Manticore he had used it, and not just with Rachel. It was a tool, just like a weapon or a fake ID. Even outside of Manticore, he still used sexuality to get what he wanted. He never lied to any girl he picked up, but at the same time, he knew exactly how to smile and exactly what to say to get them to go home with him.

He knew what to do now. Max had handed him her weakness, and it would be easy to manipulate her. But she had admitted that it scared her, that it made her think of Manticore and feel defenseless.

Slowly, he let his fingers fall away from her. He couldn't do that to her. He loved her too much, dammit.

"Alright," he said finally, nodding at her. She looked openly relieved. He felt relieved too, knowing at least that she didn't think the worst of him.

"And we're okay?" she asked, sounding doubtful.

He didn't know the answer to that question, but he didn't want to risk the chance of losing her. Being friends with Max was better than no Max at all. "Yeah, we're all right."

* * *

"Max!"

The shout was urgent and clipped, and Max whirled around immediately. Glee, one of the older female X5's, was striding toward Max with a grave look on her face.

"What is it?" Max demanded immediately.

"The building that we were renovating on the South side collapsed," Glee reported, and Max's heart froze in her chest.

"Is everyone out?" Max asked tightly, tightening her fingers to stem her fear.

"Almost everyone," Glee responded, and Max knew who the exception would be before Glee even spoke. "Alec hasn't been found yet. He was on the top floor, and they're looking for—"

Max took off, leaving Glee mid-speech. She ran straight through the city, dodging people as she went, until she finally found the building. It was a crumbled heap by now, just a pile of beams and broken drywall.

"Alec!" Max shouted, and the rescuers turned to look at her. The closest one had a soft, pitying look on his face, and Max pushed past him. She dug through pieces of the building, moving as quickly as she dared.

She didn't find anything, and she had to pause, panic creeping on the edges of her vision. She breathed harshly, even though the exertion shouldn't have made her breathless at all.

"Over here!" someone shouted, and Max abandoned her search and ran toward the voice.

She saw something poking out of the rubble, and she realized as she got close that it was a hand. Together with the other transgenics, Max helped dig away the rest of the debris, until finally she could see most of Alec's torso. He was unconscious, and she had a moment of terror until one of the transgenics grabbed his wrist and found a steady pulse. They dug him the rest of the way out, and Max helped carry him from the wreckage.

He finally woke up as they laid him on a beat-up, rusty old stretcher, and his eyes immediately sought Max.

"_Alec_," Max whispered, speaking for the first time since she had started looking for him. She stared at him for a moment, and he at her, and then she leaned over him and hugged him. He hugged her back, his arms feeling strong and solid despite his injuries. Her tears slipped down her cheeks and fell onto his neck, where she'd buried her face.

"I'm alright," he whispered to her, and she nodded. She straightened after a moment and wiped her eyes, and then she kept pace with his stretcher as the TC medics marched him back to the Medical Center.

* * *

It took Alec a week to fully recover, though he was back on his feet the next day. Max refused to let him help in TC, stubbornly insisting that he should rest and get his strength back. Since the doctors were on her side, Alec had little choice but to do what she asked.

He finally returned to HQ on Monday morning, ready to fight with Max if she tried to force him to leave. He wanted to be back in the swing of things—had for most of last week—and he wasn't going to let her boss him around anymore. Well, he was in general, but not on _this_ issue.

He saw her and waved, and her expression tightened as she gestured for him to come over. He resigned himself to an argument as he walked to her side.

"Can I talk to you in my office?" Max asked, doing that thing where she made questions sound like orders.

"Yeah," Alec said, mentally preparing himself for her attack. He followed her through the door and shut it behind them.

"Listen," he began immediately, before she had a chance to say anything. "I'm not taking any more time off. It's been long enough and I—"

"I'm sorry."

"—need to be here, helping everybody and doing my job, and—wait, what?" Alec asked, completely caught off-guard.

"I'm sorry," Max repeated, walking to her desk and sitting down in the beat-up office chair. "The collapse, your injuries, all of that was my fault. I should have made sure the building was safe before sending you guys into it."

"That's what we were doing there," Alec argued, shaking his head at her. She always found a way to put the blame on her shoulders. "It was just bad luck. I shouldn't have gone so far into the building without checking, anyway. It's really my fault."

"But I should have been _careful_," Max insisted, standing again and beginning to pace. He could practically taste her frantic, agitated energy. "I shouldn't have sent you there without knowing it was safe for you."

"Wait," Alec said, holding his hands up to stem her speech. "Is this about the building, or is this about me?"

"Both."

He shook his head, resisting the urge to walk toward her. He kept his distance now to make things easier for her. "Look, don't start thinking you have to protect me. I can handle myself."

"But what if something happened to you?" Max asked, and to his surprise, she sounded frightened. "Something worse? God, Alec, I don't know what I'd do. I need—" she stopped and shook her head, her long hair falling into her face.

"Me?" he finished when she didn't.

"I couldn't do this alone," Max admitted, looking up at him and swallowing hard as she said it. "You have training and military knowledge that I don't, and a lot of them respond to you because of it. Nothing can happen to you."

"So that's the only reason?" Alec asked, staring hard at her face.

She looked away from him, and then looked back. "No."

He felt elated at her admission, but he kept the reaction in check. He nodded to her, deciding not to press the conversation any farther. He had pushed her before, and it had only made her angry and defensive. After a moment, she stood and walked over to him.

"Just be careful, okay?" Max asked, her voice strained.

"Always," he replied, staring down at her.

She turned to leave and he caught her wrist, pulling her back around to ask her a question. She followed the motion and leaned into him instead, kissing his lips. It was a softer kiss than the last one, but no less passionate for it. Her arms slipped around him and he reached up to stroke her face, his hands coming to rest on her neck.

They broke off simultaneously, and he stared into her eyes. The brown depths looked about as confused as he felt. She didn't move back, and he didn't let go.

"Max?" Alec asked finally, not sure how to word his question any other way.

She opened her mouth to reply, but the door opened at the same moment and both transgenics looked toward the intruder.

It was Logan.

* * *

Max stared at Logan in horror and leapt away from Alec, but she knew it was too late. The Ordinary had seen enough to understand the situation completely, and the look on his face said as much. Max glanced at Alec, but he avoided her gaze.

"What's going on here?" Logan asked, his voice hard and demanding.

"Nothing," Max said immediately, and then regretted it when Alec's gaze flew to her. He looked betrayed.

"Yeah," Alec said after a moment, shaking his head like he couldn't believe it. "It's never anything, is it?"

He pushed past Logan and strode out of the room, ignoring Max when she tried to call to him. She stared between Alec's retreating back and Logan's angry face, feeling immensely torn. Logan looked just as betrayed.

"I thought it was a lie," Logan said, taking a step toward her. She hurried backwards, afraid of accidentally touching him. His eyes were accusatory.

"It was," Max answered, shaking her head. She knew Alec could be listening if he was still in the building, and she didn't want to say anything else to hurt him. But how could she spare Alec without sacrificing Logan?

"That didn't look like a lie," Logan said, pointing heatedly to the door. "Are you sleeping with him?"

Max's mouth fell open, and her hands flew to her hips. "No! And you have no right to ask me that! I can do what I want, Logan. You are I aren't together anymore."

He seemed to deflate then, running weary hands through his shaggy hair. "I'm sorry. I just… God, I wanted it to be a lie."

"It _was_," Max repeated, though she wasn't sure of that and a part of her felt guilty for insisting it. "Alec and I aren't together, either."

"Not yet," Logan said, sounding resigned. His eyes were sad under his glasses. "You think I don't see it? You think I haven't for awhile? It used to be me you ran to when you were in a crisis and needed help. Now you run to him."

"It doesn't mean I—it doesn't mean what you think it means," Max insisted, her brown eyes pleading with him.

"You don't understand it yet, do you?" Logan asked, and now he almost looked pitying.

"I _understand_," Max said through clenched jaws. It frustrated her when Logan talked as if he knew everything better than she did. "I love you."

Logan looked pained them, his face twisting. He shook his head. "You _loved_ me. You love him now."

Max recoiled from that, knowing it wasn't true. It couldn't be. She and Alec weren't like that. She wanted him, but that was just physical, and she depended on him, but only as a friend. She wasn't sure what she would do without him, but only because he had become so integral to Terminal City and her life. She could talk to him about anything, but usually they just bickered and argued. He loved her, but she didn't feel the same way about him—she couldn't. He wasn't… they weren't…

"Oh, my God," Max whispered, her eyes going wide. She stared at Logan in astonishment, and he shook his head in grim acceptance.

"I never thought the Virus would really break us," Logan said softly. His eyes looked like the cracked surface of a frozen lake. "Truthfully, I never worried about it as much as I did him. I knew… I _knew_ Alec would do it."

"I…" Max shook her head, unable to come up with any sort of adequate reply. She should have known this would happen. She should have known she couldn't keep both men like this. The Virus had given her time, a reason to stay away from Logan and a way to mollify Alec, but the reprieve couldn't have lasted forever. "I'm so sorry, Logan."

"Don't be," Logan said quietly. He looked away from her and she didn't say anything, closing her eyes against the pain she felt. When she opened them again, his gaze was back on her.

"I brought you some supplies for your computer system," Logan said quietly, and Max realized she hadn't even known the reason for his visit. "I have to go, though. Even with transgenic blood, I shouldn't stay in TC too long."

She nodded, still feeling lost for words.

"I will always love you," he declared, and the words sliced through her. She shook her head again, tears slipping down her cheeks. Even at their farewell, she still couldn't kiss or hug him.

"You've meant so much to me," Max said through the knot in her throat. "Goodbye, Logan."

"Goodbye, Max."

* * *

Max looked for Alec everywhere. She looked at his apartment, her apartment, the tallest tower in TC, the makeshift bar, HQ, and then she started wandering through the streets, hoping to catch sight or smell of him.

As rainclouds gathered overhead, Max started to get worried. She couldn't find Alec anywhere, and it really wasn't like him to disappear. Her stomach tightened when she remembered the look on her face, and suddenly she worried that he had left. Would her most recent debacle be enough to chase him away, where her others had failed?

A steady, repetitive thump interrupted her thoughts, and Max turned toward the sound. She caught sight of Terminal City's gym, and immediately the tension drained out of her. She knew, in the way people just knew things sometimes, that Alec would be in that building. It was only fitting, she thought as she walked through the door.

He was there, smashing his fists into the punching bag. It felt like an odd reversal of roles, since he had walked in on her the last time they had both been here. She watched him for a moment, admiring his speed and skill. She could see the frustration in his movements, but it was buried and contained. Exposed enough to motivate him, but not enough to make him lose control.

Eventually, he stopped and turned to look at her. His chest was bare again, glistening from his hard work, but he pulled a shirt on before facing her.

"What now?" he asked, meeting her gaze and then looking away again.

"Alec, I came to—"

"Don't apologize to me again," he interrupted harshly, his teeth grinding together.

"I wasn't going to," Max replied, and then amended, "Well, I was, but that wasn't all I wanted to say."

"I get it," Alec replied, resuming his fight with the punching bag. "'It doesn't mean anything, it's not right, I don't want this, blah, blah, blah.' Find a new speech already."

She walked up to him and placed her hands on his fists to stall their movement. He jerked out of her reach and stepped away from her.

"Stop _messing_ with me," Alec demanded roughly, running an agitated hand through his hair. It fell back into his eyes, long past needing a cut. "You say one thing but you keep doing another! And you get exactly what you want, because you have us both, but neither of us ever gets you."

"That's not what I want," Max said, her throat tight.

"What about what _I _want?" Alec asked, his eyebrows pulled low over angry eyes. "Does it _ever_ matter to you?"

"What do you want?" Max asked. She knew she should be telling him the hundreds of things she had planned on saying, but now she _had_ to hear his answer.

He swallowed and looked away from her, some of the anger leaving his face. "You know."

"Please tell me."

"What right do you even have to—" he stopped and shook his head, like he knew there was no point in arguing. He knew her well enough to know there wasn't. "You, Max. I want you. Always go for the ones I can't have, right?"

Joy surged through her at his admission, and she smiled at him. Unfortunately, it was the exact wrong thing to do.

"Yeah, go ahead," Alec scoffed, an ugly humor in his voice. "Laugh at me. Get your kicks sending me in circles after you. Do you really hate me that much?"

"No," Max said, her voice hard in response to his bitterness. "I don't. I told you I had something else I wanted to say."

He gestured for her to continue and said, "This should be priceless."

"I _do_ hate you sometimes," Max said through gritted teeth, and Alec's expression immediately flickered and turned hard. "There are days when it seems like you exist just to piss me off. And then there are days when you do everything right, and I have no idea what I'd do without you. All we do is argue, but we get more done that way than with any other meeting I've ever held here. You never leave me alone, and you can always see straight through whatever bullshit I'm throwing up on any given day. You're as dedicated as I am, and I can trust you to do what's right for TC, and what's right for me." She paused for breath, sneaking a glance at him. He stared at her as if he were enraptured. "What I'm saying, Alec, is that it took me a really long time, but I think I… I think I might—"

She stopped and waited for him to jump in like he usually did. But his face was still, his mouth slightly open, and he looked like he didn't have any intention of supplying her with the words.

"I love you," she said finally, her voice nervous and fluttery as a bird. She stared at him, trying to read his expression. For the first time in a really long time, she couldn't.

"You mean it?" he asked finally, his voice low and hushed.

"Yeah," Max said.

"So you're not going to change your mind tomorrow?"

She winced, knowing she deserved the question. "No. I'm not saying I'm not freaked out by it. But I don't think—I don't think I can go back now."

"And Logan?"

She shook her head. "He's gone, and we're done. For real, this time."

He looked at her dubiously. "You've said that before, Max."

She took a deep breath, realizing it would be harder to convince him than she had thought. "I know, but now I mean it. Before it was just to protect him or keep him away, but now I know it's the right thing to do. I was holding onto something that wasn't there anymore, Virus or not."

"I don't..." he broke off and shook his head, looking a little dazed. He reminded her of how she'd felt after gaining her freedom from Manticore. She had spent so much time fighting for it that she had no idea what to do once she'd actually escaped. He didn't say anything and neither did she, and the silence stretched out between them.

"You want to spar?" Max asked, gesturing toward the ring again. She was just as hopeless in these situations as he was, and this would at least put them back on a plane they both understood.

"Okay," he said, sounding slightly strangled.

She led him to the ring and turned to face him once he stepped through the ropes. She darted forward and punched him, but there was no real aggression to it. He eyed her, a glint starting in his gaze. She punched him again, but he caught her fist and pulled her into him. He kissed her, and she stilled completely, forgetting their match.

Then he let go of her and backed away, and she began to circle him again. He lunged for her and she dodged his attack, crouching down and sweeping his feet out from under him. He landed on his back and she settled on top of him, sitting on his stomach with her feet planted at his waist. She was grinning.

"Give up?" she asked.

"Not even close," he said, and then suddenly he switched their positions, so that he was above her. His elbows rested on either side of her head and his body stretched out on top of hers. "Give up?" he asked, his smile mirroring hers.

"Okay," she said quietly, the grin slipping off of her lips. She stared up at him seriously, and the playfulness fell away from his features as he stared back. Then, slowly, he leaned down and kissed her, and she curved into him. He sat up and pulled his shirt off, and her heart pounded in her chest as he reached back down to remove hers.

"Max, Alec! You in there?"

Alec jumped to his feet and offered a hand to Max. She took it and stood just as the person looking for them entered the gym. It was Glee again, and Max was starting to think the transgenic should change her name.

"This _better _be good," Alec demanded, keeping hold of Max's hand. He stood too close to her, but she couldn't bring herself to step away.

Glee eyed them thoughtfully, suspicion lighting in her eyes. "A pipeline broke on the east side. Water's spewing everywhere."

"And you couldn't have solved that yourselves?" Alec asked incredulously.

Glee raised her eyebrows. "Sorry, I didn't realize our fearless leaders were... indisposed."

"No, it's fine," Max said, pulling away from Alec and climbing out of the ring. He grumpily pulled on his shirt and trailed along after her.

"But—" Alec began, and Max cut him off with a fierce glare.

"It's our job," she reminded him.

"Fine, we'll deal with the damned pipe then," Alec said, false zeal in his voice. Glee watched them for a moment and then, apparently deciding they were actually going to go help, took off in the direction of HQ. As soon as she was out of sight, Alec caught Max's wrist and pulled her back into him. He kissed her deeply and leisurely, and Max was about ready to let TC flood by the time he pulled away.

"Let's go be leaders," he said, releasing her and grinning down at her dazed expression. "But Max?"

"Yeah?" she asked, and now she was the one following after him as they walked toward the east side. He turned and looked at her.

"I love you, too."

**The End**

* * *

_A/N: Reviews are always welcome! Hope you enjoyed!_


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